Corporate Taxation

Part I of the text covers the fundamentals of corporate taxation such as the corporate tax base; distributions from corporations; shareholder transfers of property to corporations; liability assumptions in connection with those transactions; corporate liquidations; the DRD and liquidations of controlled subsidiaries; redemptions; stock distributions and similar transactions such as recapitalizations; subchapter S concepts; choice of entity and capital structure issues; taxable asset and stock acquisitions; section 338 recharacterization of stock acquisitions as asset acquisitions; the rules for carryovers; boot in reorganizations; B reorgs; C reorgs; triangular mergers; F reorgs; and an extensive discussion of section 355, including the post-General Utilities anti-abuse rules.

Part II provides a discussion of advanced topics that some instructors may wish to incorporate along with one of the earlier chapters or pick and choose for a few advanced topics at the end of the course. It deals with debt and equity issues of particular interest in the corporate context, including section 1032 and the use of a corporation's own stock, options, or tracking stock; transactions involving debt of related parties; and a brief introduction to consolidated returns, as a means of exploring advanced topics in entity organization

Each chapter ends with comprehensive sets of Discussion and Practice Problems.